Quarterly Report • Nov 19, 2024
Quarterly Report
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Table of Contents
Chapter A - Board of Directors' Report on the State of the Corporations' Affairs
Chapter B-Interim Condensed Consolidated Financial Statements as of September 30, 2024
This is an English translation of parts of the information in the full Hebrew report of the company, that was published on November 14, 2024 (reference no.: 2024-01-615736) at the ISA reporting website (magna.isa.gov.il) (hereafter: "the Hebrew Version"). This English version is voluntary and only for convenience purposes. This is not an official translation and has no binding force. The translation in any case cannot perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.
The Board of Directors of Hiper Global Ltd. ("The Company) hereby submits the Board of Directors' report on the state of affairs of the Company ("The Report") which reviews the key changes in the Company's operations for the period of the nine months ended September 30, 2024 and until the date of this report ("The Reported period") and during three months then ended ("The Quarter") in accordance with the Securities Regulations (periodic and Immediate Reports) – 1970, as detailed below.
The Company was incorporated on October 14, 2021, as a private company limited by shares pursuant to the Israeli Companies Law, -1999 ("The Companies Law") for the purpose of splitting the OEM activity (as defined below) from Emet Computing Ltd. ("Emet Computing"). From the split completion date on March 8, 2022, the Company is engaged directly and through subsidiaries under its control in the characterization, planning and assembly of custom made computing systems (the "Products" or "the Company's products") which are integrated (OEM - Original Equipment Manufacturer) into the products of its customers they are selling to their end customers. This kind of activity includes the development of the products, including the definition of appropriate infrastructures (hardware and software), the execution of planning and development processes for mechanical solutions, electronics and thermal analyzes of the product, management and documentation of the engineering information - including building the product portfolios, management of production processes and planning and execution of quality inspection processes of the products. In addition, the activity includes a service of full management of local or global production and logistics supply processes, including management of the supply chain of assembled systems according to the customer's definitions ("OEM activity").
For the offering of the securities according to the split prospectus and registration for trading on the Tel Aviv Stock Exchange Ltd. (the "Stock Exchange"), see immediate report dated February 27, 2022 (reference no.: 2022-01-023794) is the first offering of securities to the public by the Company. On March 8, 2022, the Company's shares were listed for trading on the stock exchange for the first time and the Company became a public company as defined in the Companies Law.
The Company, by itself and through subsidiaries and related companies in Israel and abroad ("The Group") specializes in creating computer-based solutions and enables technology companies that develop software products to realize their idea into a tangible product. The Company consults its customers from the planning stage to the stage of the final product available for sale. The Company operates in Israel, Europe and US and provides solutions with global deployment. The Company's activities include co-working with its customers R&D groups and tailoring complex technological solutions according to their needs. In the following stages, the Company manufactures and delivers the systems it has designed in a global deployment according to its customers' business needs.
The Company operates and reports two operating segments: the Israel operation segment and the International operation segment, which are characterized by a very high technological complexity. Due to the positioning of the Israeli high-tech market at the forefront of global technology, the Company has developed extensive expertise and knowledge and has gained an immense wide broad experience, which is applied in the abroad operating segment with global customers operating mainly from the United States and the UK, with the aim of expanding and deepening the penetration of foreign markets. The Company operates in a wide number of sectors including: semiconductor industries, the field of artificial intelligence (AI), defense industries, companies in the cyber field, media, data storage, printing and medical equipment.
are not external directors, Messrs Gillon Beck (chairman of the joint board of directors), Yoav Weinberg (chairman of the active board of directors), Amit Ben Zvi, Ehud Lavi, Ofer Shelah and Talia Levine (independent director). For more details, see the report on the results of the general meeting from September 18, 2024 and the report on summoning the meeting from August 14, 2024 (reference no.: 2024-01-604248 and 2024-01-082071, respectively).
In this framework, the Company takes advantage of the unique presence and the knowledge it has gained in its activity in selling products to this sector.
These products are characterized by high complexity, significant adjustments of computing components to the point of developing solutions from the ground up.
| Item | As of September 30 |
As of December 31 |
Company's explanations |
|---|---|---|---|
| Current assets | 2024 143,330 |
2023 146,262 |
The main change in the volume of current assets is due to a decrease in cash balance in the amount of \$ 2,918 thousand and a decrease in trade receivables' balance in the amount of \$ 3,001 thousand and on the other hand an increase in inventory balance balances of \$ 3,223 thousand. |
| Non-current assets |
33,439 | 26,787 | The main increase in the volume of non-current assets is due to an increase in right-of-use assets due to long term new lease agreements of the subsidiaries in the UK and US . |
| Total assets | 176,769 | 173,049 | |
| Current liabilities |
71,556 | 80,471 | The main change in the volume of current liabilities stems from a decrease in the trade payables balance in the amount of \$ 9,657 thousand and other accounts payables balance in the amount of \$ 3,259 thousand, and on the other hand an increase in the balance of prepaid income in the amount of \$ 4,111 thousand. |
| Non-current liabilities |
17,208 | 13,083 | The main change in the volume of long-term liabilities stems from an increase in lease liabilities due to new lease agreements in the subsidiaries in the UK and US against a decrease in long term loans from current repayments and adjustments in liabilities for contingent consideration. |
| Equity | 88,005 | 79,495 | The main change in equity is due to the increase in the total profit amounting to \$ 11,897 thousand, net of the dividend declared in the amount of \$ 3,827 thousand. |
| Total liabilities and equity |
176,769 | 173,049 |
4.1 The following are the condensed consolidated statements of profit or loss for the nine months ended September 30, 2024 and 2023 (US dollars in thousands):
| For the period of nine months ended September 30 |
|||||
|---|---|---|---|---|---|
| Item | 2024 | 2023 | Change in % | Company's explanations | |
| Revenues | 209,279 | 213,934 | )2.2%( | The decrease in revenue is mainly due to a one time project in the amount of approximately \$ 35 million (see immediate report dated August 6, 2023, reference no.: 2023-01-089808) which was mostly provided in the third quarter of 2023 ("One-Time Project"). This decrease was offset by increase in revenues in the organic activity in both operations segments. |
|
| Gross profit | 35,680 | 34,377 | 3.8% | The increase in gross profit is due to a change in the mix of revenues and accordingly from the improvement in the rate of profitability. |
|
| Gross profit rate | 17.0% | 16.1% | |||
| Selling, general and administrative and other expenses |
17,105 | 18,027 | )5.1%( | The decrease in selling and administrative expenses results from a decrease in amortizations of intangible assets and a decrease in expenses attributed to management and option plans. |
|
| Operating income | 18,575 | 16,350 | 13.6% | The increase in operating income is mainly due to the increase in gross profit, alongside the decrease in selling, administrative and other expenses as mentioned above. |
|
| Operating income rate |
8.9% | 7.6% | |||
| Financial expenses, net |
2,482 | 2,837 | )12.5%( | The decrease in financial expenses is mainly from a decrease in interest expenses which were partially offset by liability value adjustments. |
|
| Taxes on income | 4,341 | 4,204 | 3.3% | The change in tax expenses is due to the increase in profit before taxes which was partially offset due to change in deferred taxes. |
|
| Net income | 11,752 | 9,309 | 26.2% | ||
| The increase – according to the increase in |
(*) EBITDA (data is not audited and not reviewed): Operating income excluding other expenses/income and excluding depreciation EBITDA (*) 21,991 19,980 10.1% operating income, see above.
and amortization expenses. The figure is included in the report as it provides information on profit from current operations, excluding expenses that do not involve cash flows.
4.2 The following are the condensed consolidated statements of profit or loss for the three months ended on September 30, 2024 and 2023 (US dollars in thousands):
| Item | For the period of three months ended September 30 |
Change in % | Company's explanations | ||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Revenues | 62,377 | 81,241 | )23.2%( | The decrease in revenue is mainly due to a one time project which was mostly provided in the corresponding quarter, while excluding this transaction, the Company shows an increase in revenue in organic activity, mainly in the international operations segment. |
|
| Gross profit | 11,534 | 11,702 | )1.4%( | The change in gross profit is due to the aforementioned decrease in revenues, which was partly offset by the mix of revenues at a higher profitability rate. |
|
| Gross profit rate | 18.5% | 14.4% | |||
| Selling, general and administrative and other expenses |
5,848 | 5,216 | 12.1% | The increase in selling and administrative expenses results from one-time decrease in expenses that was recorded in the corresponding period. |
|
| Operating income | 5,686 | 6,486 | )12.3%( | The decrease in operating income is mainly due to the increase in selling, administrative and other expenses. |
|
| Operating income rate |
9.1% | 8.0% | |||
| Financial expenses, net |
833 | 641 | 30.0% | The increase in financial expenses is mainly due to an increase in expenses for exchange rate differences. |
|
| Taxes on income | 1,009 | 1,614 | )37.5%( | The decrease in tax expenses is due to a decrease in profit before taxes and change in deferred taxes. |
|
| Net income | 3,844 | 4,231 | )9.1%( | The change in net income is mainly due to the decrease in the aforementioned operating income. |
|
| EBITDA (*) | 6,876 | 7,439 | )7.6%( | The decrease – according to the decrease in operating income, see above. |
(*) EBITDA (data is not audited and not reviewed): Operating income excluding other expenses/income and excluding depreciation and amortization expenses. The figure is included in the report as it provides information on profit from current operations, excluding expenses that do not involve cash flows.
4.3 Financial information on business operating segments of the group for the period of nine months ended on September 30, 2024 and 2023 (US dollars in thousands):
| For the period of nine months ended September 30 |
Change in | |||
|---|---|---|---|---|
| Item | 2024 | 2023 | % | Company's explanations |
| Segment's revenues: Israeli operation |
130,656 | 148,347 | )11.9%( | The decrease in revenues is mainly due to a one-time project which was mostly provided in the corresponding period. Excluding this transaction, there was an increase in the segment's revenues. |
| International operation | 83,687 | 68,284 | 22.6% | The increase in revenues results from the continued organic expansion of the Company's activities in this segment. |
| Adjustments | )5,064( | )2,697( | ||
| Total revenues | 209,279 | 213,934 | )2.2%( | |
| Segment's results: Israeli operation |
12,247 | 11,785 | 3.9% | The improvement in the results is due to mix of transactions at higher profitability rate along with a decrease in selling administrative and other expenses. |
| International operation | 6,328 | 4,565 | 38.6% | The improvement in the results is due to the increase in revenues along with a decrease in selling administrative and other expenses. |
| Total operating income | 18,575 | 16,350 | 13.6% |
4.4 Financial information on business operating segments of the group for the period of three months ended on September 30, 2024 and 2023 (US dollars in thousands):
| For the period of three months ended September 30 |
Change | |||
|---|---|---|---|---|
| Item | 2024 | 2023 | in % | Company's explanations |
| Segment's revenues: Israeli operation |
37,547 | 64,191 | )41.5%( | The decrease in revenues is due to a significant one-time project which was recorded in the corresponding quarter. |
| International operation | 25,886 | 18,720 | 38.3% | The increase in revenues is due to the continued organic expansion of the activity. |
| Adjustments | )1,056( | )1,670( | ||
| Total revenues | 62,377 | 81,241 | )23.2%( | |
| Segment's results: Israeli operation |
3,812 | 5,109 | )25.4%( | The decrease in profit is due to a decrease in segment revenues (including the impact of one-time project as described above). |
| International operation | 1,874 | 1,377 | 36.1% | The increase in profit is due to increase in revenues and profitability of the segment in the current quarter (despite, as mentioned, a one-time decrease in G&A expenses recorded in the corresponding quarter). |
| Total operating income | 5,686 | 6,486 | )12.3%( |
5.1 key figures from the statement of cash flows for period of nine months ended September 30, 2024 and 2023 (dollars in thousands):
| The item | For the period of nine months ended September 30 |
|||
|---|---|---|---|---|
| 2024 | 2023 | Company's explanations |
||
| Net cash provided by operating activities |
9,086 | 57,152 | The change in cash from operating activities is due to changes in the items of working capital from timing differences, mainly due to a decrease in trade payables compared to an increase in the corresponding period and due to an increase in inventory compared to a decrease in inventory in the corresponding period. |
|
| Net cash used in investing activities |
)1,266( | )946( | The majority of cash for investing activities was used to purchase fixed assets. |
|
| Net cash used in financing activities |
)10,779( | )39,838( | The use of cash from financing activities in the current period was mainly due to dividend distribution and current repayments of long term loans. In the corresponding period, repayments of short term credit were carried out in large amounts. |
|
| Increase (decrease) in cash and cash equivalents |
)2,959( | 16,368 |
| The item | For the period of three months ended September 30 |
|||
|---|---|---|---|---|
| 2024 | 2023 | Company's explanations | ||
| Net cash provided by operating activities |
4,934 | 37,774 | The change in cash from operating activities is due to changes in the items of working capital from timing differences, mainly due to a decrease in trade payables compared to a significant increase in the corresponding period. |
|
| Net cash used in investing activities |
)439( | )315( | The majority of cash for investing activities was used to purchase fixed assets. |
|
| Net cash used in financing activities |
)6,850( | )23,840( | The use of cash from financing activities in the current period was mainly due to dividend distribution and repayments of short term credit, in lower amounts than the repayments that were made in the corresponding period. |
|
| Increase (decrease) in cash and cash equivalents |
)2,355( | 13,619 |
In the first nine months of 2024, the consumer price index increased by approximately 3.4%, compared to an increase of approximately 2.9% in the corresponding period last year. According to the forecast of the research division of the Bank of Israel that was published in October 2024, the inflation rate during 2024 is expected to be 3.8% and in 2025 is expected to moderate to 2.8%.
On October 9, 2024, the Bank of Israel decided to leave the Bank of Israel interest rate unchanged at 4.5%. In the months of October and November 2024, the Federal Reserve Bank of the United States, as well as the European Central Bank, announced the lowering of interest rates and as of the date of the report, the interest rate in the United States is 4.75%, and the interest rate in the European Union is 3.4%.
The Company estimates that the effect of inflation on the results of its operations is not expected to be material, among other things, since the Company's obligations to banks are not linked to the CPI. However, the high interest rate environment may have a negative impact on the Company's results due to an increase in financing expenses for the current credit lines (in Israel and abroad) that are subject to variable interest rates.
on forward-looking information as defined in the Securities Law, 1968. This assessment may not be realized, in whole or in part, or may be realized in a materially different way than expected, among other things, as a result of events that are beyond the company's control.
Further to what is described in Section 6.2.5 in Chapter A of the full Hebrew report attached to the periodic report for 2023, as of the publication date of this report, the State of Israel is still at war in Gaza and the high security tensions in other regions ("The War"). In September 2024, the IDF has launched an extensive ground operation in Lebanon in order to allow the residents of the north to return to their homes.
Due to the continued security tension in the various fronts, during the last few months the international credit rating companies announced the lowering of the credit ratings of the State of Israel with a negative outlook. From the outbreak of the war, the company continued regular operations at all its sites in Israel without interrupting the production and supply of the products. It should be noted that most of the customers to whom the sales are made in Israel are exporters, thus it seems that currently the war has little effect on the global demand for their products.
As of the date of this report, in the company's short and medium-term assessment, based on the information in its possession as of the approval date of the financial statements, is that the security situation is not expected to have a material effect on the results of its operations. At the same time, the continuation of the war beyond a year and its spread to other regions increases the uncertainty and the negative sentiment towards Israel and may impede future activities. The company is unable to predict the duration of the war and the scope of the future effects of the security tensions, if any, on the company's activities and business results. The company continuously monitors the developments, including examining the consequences for the company's activities.
For more details regarding the war and its impact, including its impact on the company, see section 6.2.5 in Chapter A attached to the periodic report for 2023.
The foregoing, including the company's estimates regarding the impact of the war on its activities, is forward-looking information, as defined in the Securities Law, -1968, which may not materialize or materialize in a materially different manner, and this is due, among other things, to the existing uncertainty regarding the war, its scope, duration and impact on Israel's economy in general and the company's activities in particular.
There were no material changes in relation to the details regarding estimates and material accounting judgments in note 2 to the consolidated financial statements attached to the periodic report for 2023.
There were no changes in the board's determination regarding the required minimum number of directors with accounting and financial expertise, as detailed in the board's report attached to the periodic report for 2023. For details regarding directors with accounting and financial expertise, see regulation 26 in Chapter D, additional details on the corporation that was attached to the periodic report for 2023.
As of the date of this report, the company has not adopted provisions in the articles of association regarding the proportion of independent directors, as defined in section 1 of the first supplement to the Companies Law.
The company does not have donation policy and during the third quarter of 2024, there were no changes in relation to the disclosure given in this regard, as reflected in the board of directors' report attached to the periodic report for 2023.
During the quarter there was no material change in relation to the data regarding the company's internal auditor as detailed in the board of directors' report attached to the annual report for 2023.
Yoav Weinberg Gillon Back Co-chairmen of the Board of Directors Shahaf Shrager CEO
Date: November 13, 2024
As of September 30, 2024
US dollars in thousands
| As of September 30 | As of December 31 |
|||
|---|---|---|---|---|
| 2024 2023 (Unaudited) |
2023 (Audited) |
|||
| \$ in thousands |
||||
| Current Assets | ||||
| Cash and cash equivalents | 9,703 | 22,432 | 12,621 | |
| Trade receivables, net | 50,224 | 40,245 | 53,225 | |
| Income receivable | 1,091 | 1,910 | 1,936 | |
| Income tax receivable | 1,227 | 2,147 | 564 | |
| Other accounts receivable | 2,408 | 1,297 | 2,462 | |
| Inventory | 78,677 | 82,367 | 75,454 | |
| Total current assets | 143,330 | 150,398 | 146,262 | |
| Non-Current Assets | ||||
| Other long-term accounts receivable | 471 | 203 | 214 | |
| Deferred taxes | 764 | 352 | 561 | |
| Fixed assets, net | 5,940 | 5,791 | 5,589 | |
| Goodwill | 7,392 | 7,246 | 7,340 | |
| Intangible assets, net | 5,810 | 7,035 | 6,765 | |
| Right of use assets, net | 13,062 | 6,086 | 6,318 | |
| Total non-current assets | 33,439 | 26,713 | 26,787 | |
| Total assets | 176,769 | 177,111 | 173,049 |
| As of September 30 | As of December 31 2023 |
||
|---|---|---|---|
| 2024 2023 (Unaudited) |
|||
| (Audited) | |||
| \$ | in thousands | ||
| Current liabilities | |||
| Credit from banks and others | 21,999 | 4,614 | 23,871 |
| Current maturities of lease liabilities | 2,161 | 1,596 | 1,970 |
| Liability for PUT option to non-controlling interests | 4,381 | )*( 2,236 |
2,850 |
| Trade payables | 24,642 | 58,796 | 34,299 |
| Prepaid income | 5,231 | 1,354 | 1,120 |
| Income tax payable | 666 | 338 | 626 |
| Other accounts payables | 12,476 | 17,901 | 15,735 |
| Total current liabilities | 71,556 | )*( 86,835 |
80,471 |
| Non-Current Liabilities | |||
| Long term loans from banks and others | 4,874 | 7,585 | 6,455 |
| Contingent consideration in business combination | 374 | 1,345 | 1,374 |
| Long term lease liabilities | 11,415 | 4,558 | 4,708 |
| Liabilities for employee benefits, net | 454 | 400 | 440 |
| Deferred taxes | 91 | 797 | 106 |
| Total non-current liabilities | 17,208 | )*(14,685 | 13,083 |
| Equity Attributable to Shareholders of the Parent Company |
|||
| Share capital | 1,479 | 1,472 | 1,472 |
| Premium on shares | 11,137 | 10,722 | 10,722 |
| Capital reserves | 36,708 | 35,868 | 36,545 |
| Retained earnings | 38,681 | 27,529 | 30,756 |
| Total equity | 88,005 | 75,591 | 79,495 |
| Total liabilities and equity | 176,769 | 177,111 | 173,049 |
| November 13, 2024 | |||
|---|---|---|---|
| Date of approval of | Yoav Weinberg | Shahaf Shrager | Yossi Yaniv |
| the financial statements | Gillon Back | CEO | CFO |
| Co-chairmen of the | |||
| Board of Directors |
| For the period of nine months ended on September 30 |
For the period of three months ended on September 30 |
For the year ended on December 31 |
|||
|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | 2023 | |
| Audited | |||||
| \$ in thousands | (except for net earnings per share data) | ||||
| Revenues | 209,279 | 213,934 | 62,377 | 81,241 | 285,567 |
| Cost of revenues | 173,599 | 179,557 | 50,843 | 69,539 | 237,532 |
| Gross profit | 35,680 | 34,377 | 11,534 | 11,702 | 48,035 |
| Selling and marketing expenses General and administrative |
9,099 | 9,796 | 3,161 | 2,951 | 12,735 |
| expenses | 8,100 | 8,325 | 2,690 | 2,359 | 11,367 |
| Other income, net | )94( | )94( | )3( | )94( | )92( |
| 17,105 | 18,027 | 5,848 | 5,216 | 24,010 | |
| Operating income | 18,575 | 16,350 | 5,686 | 6,486 | 24,025 |
| Financial expenses | 3,869 | 4,034 | 890 | 1,050 | 5,226 |
| Financial income | 1,387 | 1,197 | 57 | 409 | 545 |
| Income before taxes on income Taxes on income |
16,093 4,341 |
13,513 4,204 |
4,853 1,009 |
5,845 1,614 |
19,344 5,037 |
| Net income | 11,752 | 9,309 | 3,844 | 4,231 | 14,307 |
| For the period of nine months ended on September 30 |
For the period of three months ended on September 30 |
For the year ended on December 31 |
|||
|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | 2023 | |
| Unaudited | Audited | ||||
| \$ in thousands | (except for net earnings per share data) | ||||
| Other comprehensive income (loss) (after tax effect): |
|||||
| Amounts to be reclassified or reclassified to profit or loss upon the occurrence of specific conditions: |
|||||
| Adjustments from translation of financial statements of foreign operations: |
145 | )507( | 183 | )313( | (42) |
| Amounts that will not be reclassified later to profit or loss: |
|||||
| Gain from re-measurement of defined benefit plans |
- | - | - | - | (13) |
| Total other comprehensive income (loss) | 145 | )507( | 183 | )313( | (55) |
| Total other comprehensive income | 11,897 | 8,802 | 4,027 | 3,918 | 14,252 |
| Net income attributed to: Shareholders of the Company |
11,752 | 9,309 | 3,844 | 4,231 | 14,307 |
| Comprehensive income attributed: Shareholders of the Company |
11,897 | 8,802 | 4,027 | 3,918 | 14,252 |
| Basic earnings attributed to shareholders of the Company (in Dollar): |
|||||
| Basic earnings per share | 0.250 | 0.199 | 0.082 | 0.090 | 0.306 |
| Diluted earnings per share | 0.242 | 0.194 | 0.079 | 0.088 | 0.298 |
| Share Capital |
Premium on Shares |
Capital reserve in respect of split transaction |
Capital reserve for translations of financial statements of foreign operations |
Share-based payment capital reserve Unaudited |
Capital reserve for transaction with controlling shareholder |
Capital reserve for transactions with non controlling interests |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| For nine-month period ended September 30, 2024 |
\$ in thousands | ||||||||
| Balance as of January 1, 2024 (audited) |
1,472 | 10,722 | 35,307 | (360) | 1,799 | 36 | (237) | 30,756 | 79,495 |
| Net income for the period | - | - | - | - | - | - | - | 11,752 | 11,752 |
| Other comprehensive income for the period |
- | - | - | 145 | - | - | - | - | 145 |
| Total comprehensive income (loss) for the period |
- | - | - | 145 | - | - | 11,752 | 11,897 | |
| Share based payment | - | - | - | - | 434 | 6 | - | - | 440 |
| Exercise of warrants to shares | 7 | 415 | - | - | )422( | - | - | - | - |
| Dividend declared | - | - | - | - | - | - | - | )3,827( | )3,827( |
| Balance as of September 30, 2024 |
1,479 | 11,137 | 35,307 | )215( | 1,811 | 42 | (237) | 38,681 | 88,005 |
| Share Capital |
Premium on Shares |
Capital reserve in respect of split transaction |
Capital reserve for translations of financial statements of foreign operations |
Share-based payment capital reserve |
Capital reserve for transaction with controlling shareholder |
Capital reserve for transactions with non controlling interests |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| Unaudited \$ in thousands |
|||||||||
| For nine-month period ended September 30, 2023 |
|||||||||
| Balance as of January 1, 2023 (audited) |
1,471 | 10,694 | 35,307 | )318( | 893 | 20 | )237( | 22,345 | 70,175 |
| Net income for the period | - | - | - | - | - | - | - | 9,309 | 9,309 |
| Other comprehensive loss for the period |
- | - | - | )507( | - | - | - | - | )507( |
| Total comprehensive income (loss) for the period |
- | - | - | )507( | - | - | - | 9,309 | 8,802 |
| Share based payment | - | - | - | - | 726 | 13 | - | - | 739 |
| Exercise of warrants to shares | 1 | 28 | - | - | )29( | - | - | - | - |
| Dividend declared | - | - | - | - | - | - | - | )4,125( | )4,125( |
| Balance as of September 30, 2023 |
1,472 | 10,722 | 35,307 | )825( | 1,590 | 33 | )237( | 27,529 | 75,591 |
| Share Capital |
Premium on Shares |
Capital reserve in respect of split transaction |
Capital reserve for translations of financial statements of foreign operations |
Share-based payment capital reserve Unaudited |
Capital reserve for transaction with controlling shareholder |
Capital reserve for transactions with non controlling interests |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| \$ in thousands | |||||||||
| For three-month period ended September 30, 2024 |
|||||||||
| Balance as of July 1, 2024 |
1,479 | 11,137 | 35,307 | )398( | 1,706 | 41 | )237( | 35,711 | 84,746 |
| Net income for the period | - | - | - | - | - | - | - | 3,844 | 3,844 |
| Other comprehensive income for the period |
- | - | - | 183 | - | - | - | - | 183 |
| Total comprehensive income (loss) for the period |
- | - | - | 183 | - | - | - | 3,844 | 4,027 |
| Share based payment | - | - | - | - | 105 | 1 | - | - | 106 |
| Dividend declared | - | - | - | - | - | - | - | )874( | )874( |
| Balance as of September 30, 2024 |
1,479 | 11,137 | 35,307 | )215( | 1,811 | 42 | )237( | 38,681 | 88,005 |
| INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||
|---|---|---|---|---|
| ---------------------------------------------------------------- | -- | -- | -- | -- |
| Share Capital |
Premium on Shares |
Capital reserve in respect of split transaction |
Capital reserve for translations of financial statements of foreign operations |
Share-based payment capital reserve Unaudited |
Capital reserve for transaction with controlling shareholder |
Capital reserve for transactions with non controlling interests |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| \$ in thousands | |||||||||
| For three-month period ended September 30, 2023 |
|||||||||
| Balance as of July 1, 2023 | 1,472 | 10,722 | 35,307 | )512( | 1,380 | 31 | )237( | 23,977 | 72,140 |
| Net income for the period | - | - | - | - | - | - | - | 4,231 | 4,231 |
| Other comprehensive loss for the period |
- | - | - | )313( | - | - | - | - | )313( |
| Total comprehensive income (loss) for the period |
- | - | - | )313( | - | - | 4,231 | 3,918 | |
| Share based payment | - | - | - | - | 210 | 2 | - | - | 212 |
| Dividend declared | - | - | - | - | - | - | - | )679( | )679( |
| Balance as of September 30, 2023 |
1,472 | 10,722 | 35,307 | )825( | 1,590 | 33 | )237( | 27,529 | 75,591 |
| Share Capital |
Premium on Shares |
Capital reserve in respect of split transaction |
Capital reserve for translations of financial statements of foreign operations |
Share-based payment capital reserve Audited |
Capital reserve for transaction with controlling shareholder |
Capital reserve for transactions with non controlling interests |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| \$ in thousands | |||||||||
| For the year ended December 31, 2023 |
|||||||||
| Balance as of January 1, 2023 (audited) |
1,471 | 10,694 | 35,307 | (318) | 893 | 20 | (237) | 22,345 | 70,175 |
| Net income for the year Other comprehensive loss for the |
- | - | - | - | - | - | - | 14,307 | 14,307 |
| year | - | - | - | (42) | - | - | - | (13) | (55) |
| Total comprehensive loss for the year |
- | - | - | (42) | - | - | - | 14,294 | 14,252 |
| Share based payment | - | - | - | - | 935 | 16 | - | - | 951 |
| Exercise of warrants to shares | 1 | 28 | - | - | (29) | - | - | - | - |
| Dividend declared | - | - | - | - | - | - | - | (5,883) | (5,883) |
| Balance as of December 31, 2023 | 1,472 | 10,722 | 35,307 | (360) | 1,799 | 36 | (237) | 30,756 | 79,495 |
| For the period of nine months ended on September 30, |
For the period of three months ended on September 30, |
For the year ended on December 31, |
|||
|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | 2023 | |
| Unaudited | Audited | ||||
| \$ in thousands | |||||
| Cash flows from operating activities | |||||
| Net income | 11,752 | 9,309 | 3,844 | 4,231 | 14,307 |
| Adjustments to reconcile net income to net cash provided by operating activities: |
|||||
| Adjustments to profit and loss: | |||||
| Depreciation and amortizations | 3,510 | 3,724 | 1,193 | 1,047 | 4,785 |
| Taxes on income | 4,341 | 4,204 | 1,009 | 1,614 | 5,037 |
| Change in provision for doubtful accounts |
)21( | )11( | 10 | )383( | )28( |
| Change in provision for vacation and recreation |
69 | )59( | )200( | )260( | )99( |
| Value adjustment of financial liabilities | 531 | 390 | 51 | 2 | 1,033 |
| Dividend to holders of PUT option | 474 | 651 | 198 | 86 | 760 |
| Change in employee benefits, net Interest and revaluation for short term |
14 | )9( | 14 | )4( | 14 |
| credit, net | 769 | 1,130 | 341 | 278 | 1,457 |
| Interest and revaluation of long term loans, net |
323 | 104 | 160 | 64 | 339 |
| Loss from foreign operations | - | 40 | - | 16 | 40 |
| Other financial income, net | )28( | )160( | 104 | )72( | )28( |
| Cost of share based payment | 440 | 739 | 106 | 212 | 951 |
| 10,422 | 10,743 | 2,986 | 2,600 | 14,261 | |
| Changes in asset and liability items: | |||||
| Decrease (increase) in trade receivables and income receivable |
4,065 | 11,765 | )1,933( | 3,857 | )758( |
| Decrease (increase) in other accounts receivable |
762 | )626( | )856( | )630( | )1,751( |
| Decrease (increase) in inventory | )3,127( | 4,629 | 2,089 | )2,386( | 11,825 |
| Increase (decrease) in trade payables | )9,798( | 25,884 | )1,392( | 27,010 | 1,186 |
| Increase (decrease) in prepaid income | 4,111 | 584 | 1,272 | )144( | 296 |
| Decrease in other accounts payable | )3,278( | 1,057 | 1,040 | 4,631 | )1,332( |
| )7,265( | 43,293 | 220 | 32,338 | 9,466 | |
| Cash paid and received during the period for: |
|||||
| Taxes on income paid | )5,988( | )6,193( | )2,116( | )1,395( | )7,115( |
| Taxes on income received | 165 | - | - | - | 1,078 |
| )5,823( | )6,193( | )2,116( | )1,395( | )6,037( | |
| Net cash provided by operating activities | 9,086 | 57,152 | 4,934 | 37,774 | 31,997 |
| For the period of nine For the period of three months ended on months ended on September 30 September 30 2024 2023 2024 Unaudited |
For the year ended on December 31 |
|||||
|---|---|---|---|---|---|---|
| 2023 | 2023 | |||||
| Audited | ||||||
| Cash flows from investing activities | ||||||
| Purchase of fixed assets | )1,135( | )652( | )280( | )275( | )675( | |
| Purchase of intangible assets | )57( | )296( | )13( | )56( | )352( | |
| Interest received | 230 | 64 | 57 | 27 | 165 | |
| Increase in other investments | )304( | )62( | )203( | )11( | )88( | |
| Net cash used in investing activities | )1,266( | )946( | )439( | )315( | )950( | |
| Cash flows from financing activities | ||||||
| Short term credit from banks and others, | ||||||
| net | )276( | )28,878( | )3,886( | )20,581( | )9,971( | |
| Interest paid | )1,550( | )1,824( | )602( | )472( | )2,236( | |
| Dividend paid | )3,827( | )4,125( | )874( | )679( | )5,883( | |
| Dividend to holders of PUT option | )583( | )1,226( | )198( | )86( | )1,226( | |
| Principal payment of lease liabilities | )1,515( | )1,054( | )526( | )335( | )1,405( | |
| Exercise of PUT option | - | )907( | - | )907( | )907( | |
| Receipt of long-term loans | - | 900 | - | - | 900 | |
| Repayment of long-term loans | )3,028( | )2,724( | )764( | )780( | )3,811( | |
| Net cash used in financing activities | )10,779( | )39,838( | )6,850( | )23,840( | )24,539( | |
| Increase (decrease) in cash and cash equivalents |
)2,959( | 16,368 | )2,355( | 13,619 | 6,508 | |
| Exchange rate differences for cash and cash equivalents |
41 | 3 | 44 | )32( | 52 | |
| Balance of cash and cash equivalents at the beginning of the period |
12,621 | 6,061 | 12,014 | 8,845 | 6,061 | |
| Balance of cash and cash equivalents at the end of the period |
9,703 | 22,432 | 9,703 | 22,432 | 12,621 | |
| Appendix A Non cash significant activity Recognition of right of use assets and lease liabilities |
8,352 | 1,923 | 6,428 | 133 | 2,644 |
a. Hiper Global Ltd. was incorporated and registered in Israel on October 14, 2021. The Company is defined as a resident of Israel. The Company's address is 8-10 Hamelacha Street, Rosh Ha'ain ("the Company").
The Company was established by N.B.A. Trusts Ltd. as a trust for the shareholders of Emet Computing Ltd. ("Emet"). Emet, which is a sister company to the Company, was incorporated on November 25, 1984 and its shares were listed for trading on the Tel Aviv Stock Exchange in January 1993.
The Company was established in order to receive the OEM activity (as defined below) of Emet, including the holdings in its subsidiaries engaged in OEM activity, in accordance with the structure change agreement approved by the Company's board of directors on February 27, 2022 (the "structure change agreement" or "the Split Agreement").
In March 2022, the activity was split. Furthermore, on March 9, 2022, the Company's shares were listed for trading on the Tel Aviv Stock Exchange.
The Company's operation is OEM (Original Equipment Manufacturer) computing - in which the Company is engaged in the characterization, planning and assembly of customized computerized systems that will be integrated into its customers' products. This activity includes analysis and technical characterization services of the appropriate computing platform, product planning, defining the appropriate infrastructures (hardware and software), performing planning and development processes for mechanical solutions, electricity, electronics and thermal analyzes of the product, management and documentation of the engineering information - including building product portfolios, management of production processes and planning and execution of product quality testing processes. In addition, the activity includes a service of full management of the logistics production and supply processes, among other things, management of the supply chain of assembled systems according to the customer's definitions. (the "OEM field", or the "OEM activity", or "OEM").
b. Definitions:
| The Company | Hiper Global Ltd. |
|---|---|
| The Group | The Company and its subsidiaries (as defined below) Companies over which the Company has control (as defined in IFRS 10), directly or indirectly, whose financial statements are fully consolidated with the |
| Subsidiaries | Company's statements. |
| Related parties | As defined in IAS 24 |
| Interested parties | As defined in the Securities Law -1968 including its regulations |
| Controlling shareholders | As defined in the Securities Regulations (annual financial statements) -2010 |
In October 2023, the "Swords of Iron" war ("The war") broke out in Israel. The continuation of the war led to a slowdown in business activity in the Israeli economy due to, among other things, the closing of factories in the south and north of the country, damage to infrastructure, the recruitment of reservists for an unknown period of time, as well as the disruption of economic activity in Israel. The Company estimates at this stage, based on the information it has as of the date of approval of the financial statements, that the war in its current configuration is not expected to have a material effect on the results of its operations.
d. On June 30, 2024, the Company received advance approval from the tax authority for the merger of a subsidiary with and into the parent company according to the provisions of Section 103 of the Income Tax Ordinance - according to which Hiper Global Enterprise Ltd. (a wholly owned company) will merge with and into the Company. The merger date was set for September 30, 2024. On September 30, 2024 the approval of the Registrar of Companies for the merger was received.
| For the period of nine months ended September 30, |
For the period of three months ended September 30, |
For the year ended December 31, |
||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | 2023 | ||
| Unaudited | Audited | |||||
| \$ in thousands | ||||||
| Geographic information The revenues reported in the financial statements were generated in Israel and abroad based on the location of the operation as follows: |
||||||
| Israel | 126,446 | 146,394 | 36,776 | 62,771 | 193,815 | |
| USA | 75,451 | 60,643 | 21,767 | 16,535 | 81,237 | |
| UK | 7,382 | 6,897 | 3,834 | 1,935 | 10,515 | |
| 209,279 | 213,934 | 62,377 | 81,241 | 285,567 |
In accordance with international financial reporting standard number 8 - Operating segments (IFRS 8), the group presents the segment information in the same way that the group's main operational decision maker ("CODM") uses it for the purpose of evaluating performance and for making the group's operational decisions.
The group operates and manages its business mainly on the basis of the geographical location of its activities and accordingly measures and presents two reportable activity segments, as follows:
The accounting policy of the aforementioned operating segments is the same as that presented in note 2 in the consolidated financial statements for December 31, 2023, regarding the accounting policy.
The results of the segments are measured on the basis of operating income, as included in the reports which are regularly reviewed by the CODM. Also, the segment profits reported to the CODM include items directly attributable to the segment and items that can be attributed on a reasonable basis.
Segment assets and liabilities are not reported to the CODM and therefore are not presented in the note.
| For the period of nine months ended September 30, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Israel | International | Adjustments | Consolidated | |||||
| Unaudited | ||||||||
| \$ in thousands | ||||||||
| Information on comprehensive | ||||||||
| income | ||||||||
| Revenues | ||||||||
| External revenues | 126,446 | 82,833 | - | 209,279 | ||||
| Intersegment revenues | 4,210 | 854 | )5,064( | - | ||||
| Total revenues | 130,656 | 83,687 | )5,064( | 209,279 | ||||
| Segment results | 12,247 | 6,328 | - | 18,575 | ||||
| Financial expenses | 3,869 | |||||||
| Financial income | 1,387 | |||||||
| Income before taxes on income | 16,093 | |||||||
| Depreciation and amortizations | 1,915 | 1,595 | - | 3,510 |
| For the period of nine months ended September 30, 2023 | ||||
|---|---|---|---|---|
| Israel | International | Adjustments | Consolidated | |
| Unaudited | ||||
| \$ in thousands | ||||
| Information on comprehensive | ||||
| income | ||||
| Revenues | ||||
| External revenues | 146,394 | 67,540 | - | 213,934 |
| Intersegment revenues | 1,953 | 744 | )2,697( | - |
| Total revenues | 148,347 | 68,284 | )2,697( | 213,934 |
| Segment results | 11,785 | 4,565 | - | 16,350 |
| Financial expenses | 4,034 | |||
| Financial income | 1,197 | |||
| Income before taxes on income | 13,513 | |||
| Depreciation and amortizations | 1,810 | 1,914 | - | 3,724 |
| For the period of three months ended September 30, 2024 | ||||
|---|---|---|---|---|
| Israel | International | Adjustments | Consolidated | |
| Unaudited | ||||
| \$ in thousands | ||||
| Information on comprehensive | ||||
| income | ||||
| Revenues | ||||
| External revenues | 36,776 | 25,601 | - | 62,377 |
| Intersegment revenues | 771 | 285 | )1,056( | - |
| Total revenues | 37,547 | 25,886 | )1,056( | 62,377 |
| Segment results | 3,812 | 1,874 | - | 5,686 |
| Financial expenses | 890 | |||
| Financial income | 57 | |||
| Income before taxes on income | 4,853 | |||
| Depreciation and amortizations | 642 | 551 | - | 1,193 |
| For the period of three months ended September 30, 2023 | ||||
|---|---|---|---|---|
| Israel | International | Adjustments | Consolidated | |
| Unaudited | ||||
| \$ in thousands | ||||
| Information on | ||||
| comprehensive income | ||||
| Revenues | ||||
| External revenues | 62,771 | 18,470 | - | 81,241 |
| Intersegment revenues | 1,420 | 250 | )1,670( | - |
| Total revenues | 64,191 | 18,720 | )1,670( | 81,241 |
| Segment results | 5,109 | 1,377 | - | 6,486 |
| Financial expenses | 1,050 | |||
| Financial income | 409 | |||
| Income before taxes on | ||||
| income | 5,845 | |||
| Depreciation and | ||||
| amortizations | 613 | 434 | - | 1,047 |
| For the year ended December 31, 2023 | ||||
|---|---|---|---|---|
| Israel | International | Adjustments | Consolidated | |
| Audited | ||||
| \$ in thousands | ||||
| Information on | ||||
| comprehensive income | ||||
| Revenues | ||||
| External revenues | 193,815 | 91,752 | - | 285,567 |
| Intersegment revenues | 3,722 | 1,051 | (4,773) | - |
| Total revenues | 197,537 | 92,803 | (4,773) | 285,567 |
| Segment results | 17,099 | 6,926 | - | 24,025 |
| Financial expenses | 5,226 | |||
| Financial income | 545 | |||
| Income before taxes on | ||||
| income | 19,344 | |||
| Depreciation and | ||||
| amortizations | 2,404 | 2,381 | - | 4,785 |
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